UPDATE: After AT&T-Time Warner win, Comcast makes cash bid for Fox

NEW YORK (AP) — Comcast made a $65 billion bid Wednesday for Fox's entertainment businesses, setting up a battle with Disney to become the next mega-media company.

Image Source: MGN

The bid comes just a day after a federal judge cleared AT&T's takeover of Time Warner and rejected the government's argument that it would hurt competition in cable and satellite TV and jack up costs to consumers for streaming TV and movies. The ruling signaled that Comcast could win regulatory approval, too; its bid for Fox shares many similarities with the AT&T-Time Warner deal.

Comcast says its cash bid is 19 percent higher than the value of Disney offer as of Wednesday. The Wall Street Journal and others reported earlier that Comcast had lined up $60 billion in cash to challenge Disney for media mogul Rupert Murdoch's company. Disney's offer was for $52.5 billion when it was made in December, though the final value will depend on the stock price at the closing.

"This is a golden offer that will put considerable pressure on (Disney CEO Bob) Iger and Disney to step up their game on another bid," GBH Insights analyst Dan Ives said. "This is even higher than the Street thought, which speaks to Comcast really wanting these key assets."

The battle for Twenty-First Century Fox comes as traditional entertainment companies try to amass more content to compete better with technology companies such as Amazon and Netflix for viewers' attention — and dollars.

If the Comcast bid succeeds, a major cable distributor would control even more channels on its lineup and those of its rivals. That could lead to higher cable bills or make it more difficult for online alternatives to emerge, though there is not yet evidence of either happening following other mergers. For Disney, a successful Comcast bid could make Disney's planned streaming service less attractive, without the Fox video.

Content is becoming more important as ways to deliver content proliferate. Cable companies like Comcast are no longer competing only with satellite alternatives such as DirecTV, but also stand-alone services such as Netflix and cable-like online bundles through Sony, AT&T and others.

Disney already started its own sports streaming service and plans an entertainment-focused one late next year featuring movies and shows from its own studios, which include Marvel, Pixar and "Star Wars" creator Lucasfilm.

With the Fox deal, Disney would get more content for those services — through the studios behind the Avatar movies, "The Simpsons" and "Modern Family," along with National Geographic. Marvel would get back the characters previously licensed to Fox, reuniting X-Men with the Avengers.

Comcast, meanwhile, has been leading the way in marrying pipes with the entertainment that flows through them. It bought NBCUniversal's cable channels and movie studio in 2013 and added Dreamworks Animation in 2016.

The Philadelphia company has been tinkering with the traditional cable bundle, offering stand-alone subscriptions for some types of video along with smaller bundles of cable channels delivered over the internet. Comcast has said it will add Netflix to some cable bundles.

With Fox, Comcast would expand a portfolio that already includes U.S. television rights to the Olympics and comedy offerings such as "Saturday Night Live." Comcast already owns such cable channels as CNBC, Bravo and SyFy.

Whichever company prevails would also control Fox's cable and international TV businesses. That's key for Comcast, which currently doesn't have an international presence. The Fox television network and some cable channels including Fox News and Fox Business Network would stay with Murdoch's family under either deal, as with the newspaper and book businesses under a separate company, News Corp.

Fox shareholders are set to vote on the Disney bid on July 10. Despite Comcast's higher offer, it's not immediately clear whether Fox's board would entertain it. According to regulatory filings, an unnamed company, widely thought to be Comcast, previously made an offer for Fox. But Fox went with Disney because of concerns it would face more regulatory scrutiny with the other company.

That was before U.S. District Judge Richard Leon ruled in AT&T's favor and rejected the government's argument that its takeover of Time Warner would hurt competition in pay TV and cost consumers hundreds of millions of dollars more to stream TV and movies. The government worried that AT&T, as DirecTV's owner, could charge Comcast and other rival distributors higher prices for Time Warner channels like CNN or HBO. In turn, that could drive up what consumers pay. AT&T and Time Warner argue they're simply trying to stay afloat in the new streaming environment.

Disney wouldn't face the same issues because it isn't a television distributor as the way Comcast and AT&T are. But if Disney gets Fox, the combined movie studios would account for 45 percent of worldwide box office revenue, according to BTIG analyst Richard Greenfield. That could raise regulatory objections. A larger studio could use its power to keep its movies in more theaters longer, dampening competition from rival studios.

Disney and Comcast had already been at battle in the U.K. over Sky TV. Fox has a 39 percent stake in that company and has been trying to buy outright, with the intention of selling the full company to Disney as part of that deal. U.K. regulators have given the OK to that offer if Fox sells Sky News. Regulators there also have cleared Comcast's $30.7 billion offer for the 61 percent of Sky that Murdoch doesn't own.

In addition to the $35-per-share cash offer, Comcast agreed to pay a $2.5 billion termination fee if the deal doesn't pass regulatory muster. It also agreed to reimburse Fox for the $1.5 billion-plus break-up fee it agreed to pay to Disney if their deal doesn't go through.

Disney and Fox did not immediately respond to a request for comment.

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Comcast made a $65 billion bid Wednesday for Fox's entertainment businesses, setting up a battle with Disney to become the next mega-media company.

The bid comes just a day after a federal judge cleared AT&T's takeover of Time Warner and rejected the government's argument that it would hurt competition in cable and satellite TV and jack up costs to consumers for streaming TV and movies. The ruling signaled that Comcast could win regulatory approval, too; its bid for Fox shares many similarities with the AT&T-Time Warner deal.

Comcast says its cash bid is 19 percent higher than the value of Disney offer as of Wednesday. The Wall Street Journal and others reported earlier that Comcast had lined up $60 billion in cash to challenge Disney for media mogul Rupert Murdoch's company. Disney's offer was for $52.5 billion when it was made in December, though the final value will depend on the stock price at the closing.

"This is a golden offer that will put considerable pressure on (Disney CEO Bob) Iger and Disney to step up their game on another bid," GBH Insights analyst Dan Ives said. "This is even higher than the Street thought, which speaks to Comcast really wanting these key assets."

The battle for Twenty-First Century Fox comes as traditional entertainment companies try to amass more content to compete better with technology companies such as Amazon and Netflix for viewers' attention — and dollars.

If the Comcast bid succeeds, a major cable distributor would control even more channels on its lineup and those of its rivals. That could lead to higher cable bills or make it more difficult for online alternatives to emerge, though there is not yet evidence of either happening following other mergers. For Disney, a successful Comcast bid could make Disney's planned streaming service less attractive, without the Fox video.

Content is becoming more important as ways to deliver content proliferate. Cable companies like Comcast are no longer competing only with satellite alternatives such as DirecTV, but also stand-alone services such as Netflix and cable-like online bundles through Sony, AT&T and others.

Disney already started its own sports streaming service and plans an entertainment-focused one late next year featuring movies and shows from its own studios, which include Marvel, Pixar and "Star Wars" creator Lucasfilm.

With the Fox deal, Disney would get more content for those services — through the studios behind the Avatar movies, "The Simpsons" and "Modern Family," along with National Geographic. Marvel would get back the characters previously licensed to Fox, reuniting X-Men with the Avengers.

Comcast, meanwhile, has been leading the way in marrying pipes with the entertainment that flows through them. It bought NBCUniversal's cable channels and movie studio in 2013 and added Dreamworks Animation in 2016.

The Philadelphia company has been tinkering with the traditional cable bundle, offering stand-alone subscriptions for some types of video along with smaller bundles of cable channels delivered over the internet. Comcast has said it will add Netflix to some cable bundles.

With Fox, Comcast would expand a portfolio that already includes U.S. television rights to the Olympics and comedy offerings such as "Saturday Night Live."

Whichever company prevails would also control Fox's cable and international TV businesses. That's key for Comcast, which currently doesn't have an international presence. The Fox television network and some cable channels including Fox News and Fox Business Network would stay with Murdoch's family under either deal, as with the newspaper and book businesses under a separate company, News Corp.

Fox shareholders are set to vote on the Disney bid on July 10. Despite Comcast's higher offer, it's not immediately clear whether Fox's board would entertain it. According to regulatory filings, an unnamed company, widely thought to be Comcast, previously made an offer for Fox. But Fox went with Disney because of concerns it would face more regulatory scrutiny with the other company.

That was before U.S. District Judge Richard Leon ruled in AT&T's favor and rejected the government's argument that its takeover of Time Warner would hurt competition in pay TV and cost consumers hundreds of millions of dollars more to stream TV and movies. The government worried that AT&T, as DirecTV's owner, could charge Comcast and other rival distributors higher prices for Time Warner channels like CNN or HBO. In turn, that could drive up what consumers pay. AT&T and Time Warner argue they're simply trying to stay afloat in the new streaming environment.

Disney wouldn't face the same issues because it isn't a television distributor as the way Comcast and AT&T are. But if Disney gets Fox, the combined movie studios would account for 45 percent of worldwide box office revenue, according to BTIG analyst Richard Greenfield. That could raise regulatory objections. A larger studio could use its power to keep its movies in more theaters longer, dampening competition from rival studios.

Disney and Comcast had already been at battle in the U.K. over Sky TV. Fox has a 39 percent stake in that company and has been trying to buy outright, with the intention of selling the full company to Disney as part of that deal. U.K. regulators have given the OK to that offer if Fox sells Sky News. Regulators there also have cleared Comcast's $30.7 billion offer for the 61 percent of Sky that Murdoch doesn't own.

In addition to the $35-per-share cash offer, Comcast agreed to pay a $2.5 billion termination fee if the deal doesn't pass regulatory muster. It also agreed to reimburse Fox for the $1.5 billion-plus break-up fee it agreed to pay to Disney if their deal doesn't go through.

Disney and Fox did not immediately respond to a request for comment.

Comcast will likely bid for Fox's entertainment business as early as Wednesday now that a federal judge has cleared AT&T's $85 billion takeover of Time Warner.

If Comcast succeeds in outbidding Disney for Fox, a major cable distributor would control even more channels on its lineup and those of its rivals. There are fears that it could lead to higher cable bills or hinder online alternatives.

But U.S. District Judge Richard Leon cleared the AT&T deal Tuesday despite similar concerns. The ruling signaled that federal regulators might have a hard time stopping companies from getting bigger by gobbling up rivals and the content they own.

Comcast isn't likely the only mega-media bid in the works. There will probably be a rush to consolidate.

Cowen analyst Gregory Williams said the ruling could unleash "pent up" demand for mergers and acquisitions "across the Pay-TV landscape."

Even if a company doesn't need to get bigger right away, it might need to do so to prevent a competitor from doing so.

Here's a look at some of the combinations that will transform the media landscape and change how people consume entertainment.

FOX WITH DISNEY OR COMCAST

Disney has made a $52.4 billion all-stock offer for the bulk of Twenty-First Century Fox, including the studios behind the "Avatar" movies, "The Simpsons" and "Modern Family," along with National Geographic. Marvel would get back the characters previously licensed to Fox, reuniting X-Men with the Avengers.

But Comcast has said it is preparing an all-cash offer that is superior to Disney's. It will likely to make an offer soon, now that the judge has ruled in AT&T's favor, without setting any conditions.

David Turetsky, a professor at the State University of New York at Albany, warns that the AT&T ruling is based on "specific facts and evidence" that may or may not apply in other cases. Still, many of the circumstances in that case are similar with a potential Comcast bid.

For Disney, a successful Comcast bid could make Disney's planned streaming service less attractive.

Wall Street braced for a bidding war. Shares in Fox increased nearly 8 percent to an all-time high of $43.90. Disney gained more than 2 percent, while Comcast lost more than 1 percent in morning trading Wednesday.

SPRINT AND T-MOBILE

In April, the two telecom companies announced a $26.5 billion combination. The deal would combine the nation's third- and fourth-largest wireless companies and bulk them up to a similar size to Verizon and AT&T, the industry giants.

The worry is that with just three major carriers, there would be less incentive to keep innovating on prices and service. T-Mobile and Sprint might even raise prices now that they don't have to try to poach customers off each other.

A 2014 attempt to combine fell apart amid resistance from the Obama administration. But the industry is different just four years later. Wireless carriers aren't just competing with each other, but also with Comcast and others as the wireless, broadband and video industries converge. AT&T is about to get larger with CNN, HBO and other channels from Time Warner. Beyond combining with each other, T-Mobile and Sprint might need its own content acquisition to compete.

CBS AND VIACOM

CBS has resisted pressure from its controlling shareholder, National Amusements, to merge with Viacom, which also is controlled by National Amusements. The two companies used to be one but separated in 2005.

A combination would reunite CBS's television business with Viacom's production studios, similar to the arrangements now in place at NBC owner Comcast and ABC owner Disney. (On the flip side, the Fox television network and studios would separate under a deal with either Comcast or Disney.)

With Viacom, the $6-a-month CBS All Access streaming service might have a larger library, as Viacom owns MTV, Nickelodeon, Comedy Central and other cable networks.

VERIZON

Verizon, which bought AOL and Yahoo in recent years, could be on the prowl for other entertainment properties. Verizon wants to challenge Google and Facebook in the huge and lucrative field of digital advertising — and having more content could help. There's speculation that CBS could be a potential target. With its main wireless rival AT&T becoming even more of a content powerhouse, Verizon might feel the need to grow.

Cowen's Williams suggests, however, that rather than buy an entertainment or media company, Verizon might buy a company that bolsters its network or infrastructure. Cable company Charter or satellite TV company Dish are "ideal candidates," he wrote in a research note.

SMALLER MOVIE STUDIOS

Rumors have long swirled that Lionsgate might be a potential takeover target by anyone from Amazon to Verizon or even a combined CBS-Viacom entity. Nothing has materialized yet for the owner of the "Twilight" and "Hunger Games" franchises. As a smaller studio, Lionsgate needs to get bigger to compete in the current landscape.

Similarly, Viacom-owned Paramount studio has been on the chopping block before. After years of troubles, it has recently rebounded with the horror film "A Quiet Place" and comedy "Book Club." That could make it a lucrative takeover target by a company seeking content creators.

WASHINGTON (AP) — Brace yourself for a likely new era of media megamergers.

AT&T's victory over the government's attempt to block its $85 billion takeover of Time Warner underscores just how much the way people watch — and pay for — TV has changed. It also highlights how corporate America wants to adapt to deal with its new environment. In short: Bigger is better.

The government argued that the merger would stifle competition and lead to higher cable bills. But U.S. District Judge Richard Leon ultimately agreed with AT&T's assertion that it had to grow to survive in the era of Google, Amazon and Netflix.

"It really was a stunning rebuke of the Department of Justice," said media analyst Craig Moffett. "Judge Leon was wholly unpersuaded by their case."

The ruling could open the floodgates to deal making in the fast-changing worlds of entertainment production and distribution. Major cable, satellite and phone companies are bulking up with purchases of entertainment conglomerates to compete against rivals such as Amazon and Google.

Waiting in the wings are potential big-billions deals involving 21st Century Fox and Disney, Verizon and CBS, T-Mobile and Sprint. Comcast and Verizon are also jockeying for position.

A combined AT&T-Time Warner could also get a boost from the official end of net neutrality, the Obama-era rules that barred broadband and wireless companies from favoring their own services to the detriment of rivals like Netflix. As of this past Monday, AT&T and Verizon can prioritize their own movies and TV shows, to the likely disadvantage of rivals such as Amazon, YouTube and future startups.

The result for consumers? More options, especially if they're AT&T customers already, said GBH Insights analyst Dan Ives. He said consumers can expect to more things to watch and more streaming options, like bundled packages with HBO, CNN or sports.

"It's a major shot across the bow at other wireless and cable providers," Ives said. But he acknowledged that consumers might eventually end up paying more, too.

Leon said the government failed to prove that the merger would lead to higher prices and other harm to consumers. Despite Justice Department lawyers taking their "best shot," he said, their evidence was "too thin a reed for this court to rely on."

The judge added that he wouldn't temporarily block the merger for a possible appeal by the government. The "drop dead" deadline for completing the merger is June 21. If it's not wrapped up by then, either company could walk away, and AT&T would have to pay a $500 million breakup fee.

The ruling was a stinging defeat for the Justice Department. Opposing the merger forced federal antitrust lawyers to argue against standing legal doctrine that favors mergers among companies that don't compete directly with each other.

Another wild card: When first announced in October 2016, the deal drew fire from then-candidate Donald Trump, who promised to kill it "because it's too much concentration of power in the hands of too few." Trump has also publicly feuded with Time Warner's CNN, calling it "failing" and a purveyor of "fake news." The president's statements didn't come up during the trial.

John Bergmayer, senior counsel at the consumer group Public Knowledge, said the decision could have long-lasting negative effects thanks to "the many other mergers it will encourage." In a statement, Bergmayer called for "reinvigorated regulatory oversight of the video marketplace."

Dallas-based AT&T is a wireless, broadband and satellite behemoth that became the country's biggest pay-TV provider with its 2014 purchase of DirecTV. It claims about 25 million of the 90 million or so U.S. households that are pay-TV customers.

AT&T general counsel David McAtee said the company plans to close the deal on or before June 20.

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